Level Headed
by ArtemisPanther
Summary: After Norman Osborn's funeral things actually manage to get worse for Peter Parker. The Sinister Six is still at large and Harry Osborn has dropped off the face of the Earth. Meanwhile a mysterious assassin calling himself the Hobgoblin is targeting Spider-Man, as well as his enemies.
1. Chapter 1

**Disclaimer: I do not own the characters of Marvel comics!**

Swinging around the city always seemed to calm me down. It's not working this time. My name's Peter Parker, but most of the world knows me as the Spectacular Spider-Man. Let's do a summary of all my screw-ups within the past month: I've managed to almost expose my secret identity, I got trapped in a High Security prison with all my enemies, I managed to get Black Cat severely pissed off at me, I accidentally got my best friend's dad killed, and I lost the love of my life to the very same best friend.

Yep. Real spectacular. I also have the strange feeling that Harry knows I'm Spider-Man. God, what's happening to my life?

For some reason my feet hurt when I land on my usual building. I finally get a little angry and punch the gargoyle that I always sit by. I knock its head off and it goes falling down. I can't help but shake my fist. I've hit much harder things, so why did that hurt so much?

My phone vibrates. It's Gwen. It's only been a couple of hours since Norman Osborn's funeral. I ponder whether or not I should answer the phone call. I give into my curiosity.

"Hello?"

"_I was afraid you wouldn't pick up."_

"Why wouldn't I? I mean I just left you and Harry all alone. You know, Harry. Your boyfriend."

"_Peter, please. Listen to me."_

"Why?"

"_Because I love you, Peter! Now get over it and listen to what I have to say!"_

"Alright, you win. I can tell you're giving me the look through the phone."

"_Harry is not my boyfriend anymore. When you left the funeral I told him that I loved you."_

I couldn't help but be silent. I never thought she would do that. I didn't know what to think.

"_Hello?"_

"What did he say?"

"_There's the bad news. He stormed off saying he was gonna make you pay."_

"Great. I've managed to make another mortal enemy out of a best friend. I should go talk to him."

"_Good idea."_

"Yeah."

"_Wait, Peter?"_

"What?"

"_Do you love me, too?"_

"Yes, Gwen. I always have and I always will."

"_Goodnight Peter. Good luck with Harry."_

"Thanks."

She hangs up. I put my phone in my bag and shoot a line of web. Why do things always go bad for me? It's like God is always challenging me and I always fail so he keeps throwing challenges at me.

Then it happens.

It always happens.

I'm on my way to do something extremely important when **BOOM!** The nutjobs attack.

Well, in this case, nutjob. Singular.

"What is it this time, Electro?" I'm trying to sound as menacing as possible, but everything that's happened recently, I'm a little off my game.

"You don't seem so good, webhead." He says in his static-y voice.

"I don't have time for this!"

I shoot a web. He blasts it. He shoots lightning at me. I dodge it. It shoot three impact web bullets at him. Two hit him, one in the face, the other in the chest. The other misses by a mile.

I jump in front of him and say "It seems like you're the one whose off their game!"

The action is keeping my mind off of everything. I want it to go on forever.

I punch him in the face. Again. Three times.

He rebounds and kicks me in the family jewels. I stumble back. I load up my web-shooters with everything I have while dodging multiple lightning blasts. I shoot out a web-line that looks about the size of a brick. It hits him straight in the face, knocking his block off. Literally.

His head goes flying off. After a brief moment of shock and horror, I realize it's one of Mysterio's bots. Then I remember that the Sinister Six is still at large.

"DAMMIT!" I hear myself shout. I didn't even think about saying it, it just came out.

I scream again and shoot another web line. Before I can swing off, an explosion occurs. I look in the direction and I see it came from Harry's house! Oh god, what has he done?


	2. Chapter 2

No matter how fast I swing it won't be fast enough. I land on Harry's balcony, but for some reason my feet hurt again when I land. What is happening to me?

"Harry!?" I call out.

No response.

"Harry!?"

Nothing.

"HARRY!?"

After that one I start searching around frantically. I realized that the same explosion looked like the green gas from Osborn's pumpkin bombs.

My eyes widen. I hear the very same sound of hovering that gave me the worst day of my life. I turn, expecting to the see Harry dressed as the Green Goblin, but what I see is very different.

I see a man on the Goblin's glider. But he is not dressed like a goblin. He wears a mask that makes his eyes glow red and it only covers his eyes around his head, leaving his hair and mouth exposed. He wears a black leather suit with grey-ish white chest armor. He has the same material on his wrists and feet. His fingers are exposed. He holds an Assault Rifle, not aiming at me, he's just holding it. The glider comes closer and he hops off. He walks a little closer, but not to close.

"No, no, no." his voice is deep and gravelly. He sounds nothing like the Goblin, or Harry. "You were supposed to arrive before you boy died. Maybe then, you could have saved him."

Once again, I try my best to sound menacing. "Who are you?"

"Oh, you can call me the Hobgoblin, I really don't care. But you'll be seeing a lot of me lately, Peter."

"How do you know who I am?!"

He grins. I clench my fists.

"Lucky guess."

He aims his Rifle and shoots.

Holy shit! Those are bullets! Not lasers! I barely dodge them and they hit the wall behind me. He tosses down two pumpkin bombs and says "Have fun, webhead! I'll see you around."

And with that, he flies off. I stand there, a little mesmerized. But then I remember the bombs. I run as fast as I can, but the bombs go off too soon. I'm caught in the explosion and I go flying through the air.

God that hurts like a mother****er.

I'm getting closer to the ground. I turn and shoot two lines of web. One lands on a building, but the other misses completely. I am really off my game.

I start swinging back home.

Maybe I should take a break. From everything.

I reach my house and look at my phone. 3:00 AM. Aunt May is gonna have a field day.

I climb in through my window and take my costume off as fast as possible. I rush downstairs, knowing she will be there waiting for me.

"Oh god, Aunt May, I'm sooo sorry!"

"It's okay, Peter. Really. I understand. Harry just lost his father. There's a lot on your plate right now. So, until everything cools down I'm removing your curfew."

"Oh, wow. Thanks, Aunt May."

She gets up and hug me. It's been so long since things have been peaceful.

"Now I think we'd both better get some sleep. Winter Break ends tomorrow, you know."

"Oh, man! I totally forgot!"

I don't feel tired at all. Instead I go up and get on my computer.

I decide to look up Hobgoblin. I click on the Wikipedia link.

"A friendly but troublesome creature." Is what the first sentence describes a Hobgoblin as.

"Troublesome? Yes. Friendly? No."

I do get a little bit tired, so I decide to stumble over to my bed.

I collapse and then I am out like a light.

My alarm wakes me up in two hours. I spazz out and smash it.

"Oh man, that's the third one this month!"

I decide to save myself the trouble of riding the bus and I swing to school.

Of course, the first thing that greets me is Gwen hugging me.

"How did it go at Harry's? I saw the second explosion on the news, what happened?"

"Harry's dead."

She can't reply. She begins sobbing and I hold her head in my chest.

But of course, the Ape-Man of the school, Flash Thompson, is back. He knocks into me, making Gwen fall to the ground.

"Welcome back, Puny Parker!"

"You know what, Flash?"

I grab his arm and yank him back. I grab his shirt collar and lift him up.

"I've had enough of your shit for one lifetime."

I throw him to the ground and he goes tumbling, knocking a couple pieces of the ground out of place.

I stare at my hands, and then at the people surrounding me.

Much to my surprise, and my dismay, they start cheering. I push through and get inside, Gwen right after me. I barely manage to get through the day without punching someone through a wall.

My day gets even worse when I remember the Connors are gone and Gwen and I had been "relieved of our duties" at the lab.

After school I decide to just go back to my favorite building. I see the gargoyle is still missing it's head. Sometimes I wish all I had to do was sit and watch all the trouble happen.

"You're the lucky one, Bruce."

Bruce is what I call the gargoyle.

"But it looks like all the stress is getting to you, man. You've lost your head!" I make myself chuckle. I don't get why none of my villains find me funny. They probably do but try not to laugh to maintain the intimidation. Oh yeah because the names Doctor Octopus and Vulture! Wow, so intimidating.

I can see all of New York from this building. I look over at Osborn Manor and see that it still has a huge gaping hole in the side of it.

I jump off and let myself fall until I'm a little too close to the ground. I shoot a web and go swinging. I land on top of a bus and decide to lay down and just watch New York as it drives by.

Then I realize something, the Sinister Six is still lose. But lucky for me, they haven't made a move since the Master Planner's "master plan" went down the crapper. Maybe they're scheming. But wait, isn't Rhino still locked up? Yeah, he was in Ravencroft when Gobby trapped me in there. So there's one less crazy I need to worry about. But there's still Hobgoblin, so I guess that evens things out.

It starts getting dark so I swing back home. Well, the day was quiet. Thank God.

**POV:** Doctor Octopus

I stand, staring at my "teammates". Servants is more like it. Electro, Kraven, Sandman, and Mysterio. Rhino is still under lock and key, and Vulture walked out on us. Coward. I suppose I should rejoin the field team of the Sinister Six, but we would still be one short. We need another member. Shocker, perhaps? No. he would never go along with what I have planned. Hmmm, perhaps, yes! Of course! Why didn't I think of it sooner.

"Attention, Sinister Six!"

"We ain't exactly the Sinister _Six_ anymore, Doc!" retorts the obnoxious Sandman.

"I know, Flint. I know. But we will be, once we find Vulture's replacement."

"What about, O'Hirn? Can't we bust him out of jail."

"We cannot take the risk. I will be replacing Rhino."

"So, do you have anyone in mind, Doc?" asks Electro.

"Yes, Electro. I do."

"Well, are you going to tell us or do we have to guess?" asks Mysterio.

"Yes. Our new member will be, the Lizard."

**A/N: For those of you who are true Spidey fans you probably saw that Peter named his gargoyle Bruce, just like he did in the 90's animated series. Also, I will probably be rotating POV's between Spider-Man, Doc Ock, and Hobgoblin. Maybe Gwen, not sure on that yet. I guess you'll just have to wait and see.**

**Yours truly,**

**~ArtemisPanther**


	3. Chapter 3

**POV:** Spider-Man

Way to go Parker. With everything that's been going on, you have completely forgotten about Gwen.

Before I can even knock on her door it swings open. It's Captain Stacy.

"Hello, Peter. Gwen's waiting upstairs."

"Thanks, Captain Stacy. I can already feel the look."

"Good luck, Peter."

I open her door.

"Hey, Gwen."

"What?"

"Listen, I know I totally forgot about this, but I'm sorry. I'm here now."

"That's not good enough."

"Come on, Gwen. Just listen to me."

"I'm waiting."

"When I went to go see Harry that night, I met someone else."

"Who?"

"He called himself the Hobgoblin. It didn't look or sound like Harry, but I almost know it's him. He knows my secret identity."

She sighs.

"I know you have a lot on your head. I need to get used to the fact that I won't always have you right next to me. I get that. I'm sorry."

"Don't apologize. It's me who should be sorry."

She walks over and kisses me right on the lips. I kiss her back. When she pulls away I ask "What was that?"

"About three months overdue."

I can't help but grin. She grabs my shirt collar and pulls me onto her bed.

**POV:** Doctor Octopus

You have no idea how hard it is to smuggle four super-criminals onto a private jet. Especially when one is a cat.

"So, what's your plan when we find Doctor Connors? I know him. He won't be willing." Says Electro.

"I have contacted a serum that will suppress his emotion and turn him into the Lizard, who will be happy to get revenge on Spider-Man."

"But, what if we can't control him?"

"Believe me, Maxwell, we can."

I see him cringe when I call him Maxwell. The little prick needs to get over it. I prefer being called Otto rather than Doctor Octopus.

When the plane lands I look at a map. We are only a couple miles from the swamp his family lives at. We grab two different taxis but one of the drivers recognizes us so Sandman knocks him out and follows the taxi the other are in.

It doesn't take long until we find a house in this forest. I tell them all to stay back, except for Kraven. I might need protection and as far as I can tell, only Kraven can stand up to the Lizard's ferocity. I knock on the door and his wife opens it.

She screams when she sees Kraven and she faints. He knocks the door down and I say "Kraven, please. Mind your manners. We are here on business." He growls. We walk further into the house when I hear his voice call.

"Martha? Are you alright?"

He walks around the corner and sees us.

"Aaaaahhhhhhhhh!"

"Kraven."

He nods and punches the Doctor in the face.

"Well, that wasn't hard at all."

**POV:** Gwen Stacy

"Wow."

"Yeah." He says.

"That was amazing."

"I love you, Gwen."

"I love you too, Peter."

We begin to make out again under the covers when I hear my dad's footsteps coming up the stairs.

"Gwen? Dinner's ready!"

"Oh god!"

We both rush out, struggling to put our clothes back on.

"Where do I go?"

"Out the window!"

He turns and jumps out, shooting a web. I could get used to that. As I'm standing there watching the spot where he disappeared, I realize I'm only wearing my underwear and bra. I grab some random pants and a shirt and I get downstairs.

"Where's Peter?"

"Oh, he, um, had to go. His Aunt May called him."

"Oh, okay. Well, dinner's ready."

**POV:** Spider-Man

"WoooooooooooHoooooooooo!"

I just had sex with Gwen Stacy! I cannot stop running across building and shooting webs! Finally my life is getting good!

Phew, calm down, man. Calm down. I go back to my usual spot and Bruce is still headless.

But something strange happens. When I try to climb up the wall, I slip. I try again, I slip. Why can't I climb this wall? What's happening to me? Of course there's no time to wonder or come to conclusions, seeing as my current least favorite person chucks a bomb at me. The last thing I see before a piece of rubble hits me in the head was the Hobgoblin laughing his ass off on that god damned glider.

**A/N: Sorry this chapter wasn't very good, but I'm kinda spacing out on ideas, but don't worry a lot of action is coming soon. I have a lot planned for this.**

**Yours truly, **

**~ArtemisPanther**


	4. Chapter 4

**POV:** Spider-Man

"Ooohhh."

God that hurts. Everything hurts. When my vision finally comes into focus I realize that I'm chained to a wall. I try to break it lose but it hurts even more.

"Aaaaaaaaaaahhhhhhhhhhhhhhh!"

"Oh shut up, will you?"

Hobgoblin walks in.

"Who are you?"

"You know who I am, Pete. You've always known, you just haven't been able to accept it."

"Quit playing games Hobgoblin."

"You think this is a game?"

He punches me in the face. I try to attack him, but the pain stops me.

"Someone's in a bad mood. I'll be back."

"Where are you going?"

"Oh just to meet with some friends of yours. The Sinister Six, I believe they're called."

"You're working with them?!"

"Oh god no. I'm going to kill them. You see, Pete, I'm on your side. I always have been. I mean to make life easier for you. Now sleep tight."

He punches me again and I black out.

**POV:** Hobgoblin

This is too fun. I can't believe I didn't think of doing this sooner. Instead I let Norman Osborn have all the fun of being a goblin. I can't help but spin around on my glider in joy.

Focus. You're a supervillain now. You're not a kid anymore. Now where the hell are they? Ah, there's the plane. I raise the glider up so I am flying next to the plane. I fly to one of the windows and look through. I catch Mysterio's eyes and I wave at him. I hang back a little bit, let the plane get further away, but not too far. I attach a pumpkin bomb to the side and fly off to the side, plugging my ears.

BOOM!

The side of the plane goes to the ground. I fly into the plane and hop off of the glider.

"Hey boys!"

"Who the hell are you?" shouts Doctor Octopus.

I punch him in the face.

"Hobgoblin. Remember that name."

"What do you want from us?" says Electro in his static-y voice, which is extremely irritating.

"I'm here to kill you."

Kraven comes charging at me. I punch him in the stomach.

"Sh, sh, sh, sh, sh, sh. Everything's going to be alright."

I grab his neck and flip him out of the plane.

"Who's next?"

"NOOOO!" shouts Doctor Octopus. He wraps his tentacle around me. "After everything we went through getting Doctor Connors and making the Sinister Six! You just killed him!"

He shoves his tentacle out of the plane but he doesn't drop me yet.

"I'll kill you!"

"I'm sure you will, Doc."

I pull out my gun and aim it at him.

"Electro! Shock my tentacle!"

Well that didn't sound perverted at all.

"Are you sure, Doc?"

"Just do it!"

Oh shit. He blasts a lightning bolt and hits Doc Ock's tentacle, sending the shock over to me. I shoot a bullet at him, but he dodges it and lets go of me. I fall, but my glider catches me. This may be harder than I thought. Sandman leans out of the hole and shoots a bunch of sand at me. It all pounds into my face, knocking me off my glider. I fall.

Why isn't it catching me? What the hell?!

I get the sand out of my eyes and see that it too is falling. Electro must have shorted it out. Oh well. I'll kill the rest of them some other time.

Right now I just need to focus on surviving. Hmm. I'm sure something will come to me before I hit the ground.

Aha! That's it!

I pull out my gun, shoot at the glider, making it turn over and fall right next to me. I grab onto it, and begin riding it like a sled.

Once I reach buildings, I move it over to the Daily Bugle and go sliding down.

"Woohoo!"

**POV:** Spider-Man

Okay. Okay. I can do this. I can get out of this. I start pulling. I can hear one of the shackles loosening off of the wall. A little bit longer and I'm free.

The door opens and Hobgoblin walks in.

"Kill anyone?" I'm surprised to hear myself say that.

"Only Kraven. By the way the Lizard's a member of the Six now."

"What? There's no way Connors would join the Sinister Six."

"I don't really think he had a choice in the matter."

I decide not to respond. When he turns his back and I start pulling on the shackles again. One of them breaks off of the wall. It doesn't take long until I rip the other one off. I turn to face the back of Hobgoblin's head.

"Hey!"

He turns around, clearly surprised that I'm free.

"Let's finish this."


	5. Chapter 5

**POV:** Spider-Man

We both charge at each other but I have more force. I punch him and he goes flying into the wall. He cracks it open but there is just a bunch of rock. Are we underground? Like it matters.

He punches me but I kick him in a man's most vulnerable spot. He grabs my head and slams it onto his knee. Ow. I jump back and try to shoot web at him but he must have removed my web-shooters. I kick him in the head. In the moment of shock he is in, I grab his mask and rip it off, punching him straight in the face before I can even see his face.

**POV:** Hobgoblin

"Hahahahahahahahahahaha." My laugh is cold and sadistic. I love it. I straighten myself up so he can see my face clearly.

"Harry?"

"Oh don't pretend you didn't know." I'm still talking in my Hobgoblin voice.

"But how?"

I punch him in the face.

"Are you retarded?! It's obvious!"

I slam his head into the wall but he grabs me and shoves me into the door, which collapses on impact. I start running up the stairs to escape.

**POV:** Spider-Man

He's running. I chase him. Harry is the Hobgoblin. How can this be? He was my best friend.

"Why Harry?! You were my best friend!"

We've reached the upper level now.

"Because you killed my father!"

"No Harry! He killed himself!"

"Liar! I saw it all!"

He slaps me and I stumble down. He rips open the elevator doors and hops in. before it closes I realize that we are in his mansion. Wow, I didn't even know they had a basement, led alone an evil lair. Focus! Chase Harry. I run over to the elevator and rip open the doors. I shoot a web line up onto it and I go shooting up. I climb up my web line until I reach it.

I rip open part of the floor and jump in. he tries to punch me but I jump onto the wall. He tries again. I grab his fist and twist his arm so that it is near breaking. I grab his head and slam it onto the wall, breaking a hole in it, causing the rapidly moving wall to scrape the skin right off of his head.

**POV:** Hobgoblin

Shit! This hurts!

He tries to punch me again but I grab his arm and punch his elbow so hard it goes straight down. I stare at my hands in awe. He lets out a blood-curdling scream. He kicks me in the balls again. Why does he always have to do that?

The elevator dings and the door open. I slam his head into the back wall and run out. Of course he chases me. He's as predictable as the sunrise. I needed to get out of there. We couldn't fight the whole battle in the elevator until we reached the balcony. That's where we end it. Where Hobgoblin and Spider-Man first met.

I turn and start running up the stairs. I look back and he isn't chasing me anymore. I walk down the stairs cautiously. Where is he? I turn over to look and his fist collides with my face in less than a second.

"You didn't even ask me how my arm was feeling."

"Gyaah!"

I lunge at him and he dodges me, grabbing my collar and shoving me so hard and I crash out of the window. This is my opportunity. I make sure to grab onto a shard so that the fabric on my wrist will rip and I hang off of it.

"HELP ME!"

**POV:** Spider-Man

I run up to him and he is dangling by his wrist. I did this to him. I lean down.

"Tell me why you did this!"

"I will once you pull me up!"

"Bullshit! Tell me or I let you fall!"

"Save me and you get the information you want."

"Give me one good reason."

"You'll never know how to save Gwen if you don't pull me up!"

What? Gwen's in trouble? Or is he messing with me? I can't risk it. I grab his wrist and pull him up. He punches me in the face and tells me "You really think I'd put the woman I love in danger?"

He runs off again. The woman he loves. Oh god. I drove him to do this. I got his dad killed, I stole Gwen from him.

NO!

Osborn died because of his own insanity and Gwen chose to be with me. This is not my fault! I use all the strength I have to jump up, reaching the top of the staircase, barely beating Harry. When he gets to the top stair I kick him underneath the chin.

He quickly recovers and attaches a bomb to my chest. Shit. I try to rip it off but it explodes, firing me back, but luckily it also stuns him. I recover first and discover my phone is still in my costume. I manage to press 911 but Harry sees me and throws a razor bat at me. I jump, dropping my phone. It barely scrapes against my chest but before it goes too far I grab it and throw it back at him.

"_911, what's your emergency?"_

Before I can respond Harry pulls out a gun and shoots my phone.

"I hope you had the warrantee."

"Dude!"

No I'm really mad. He charges at me but I throw him into the window. He crashes through and his back hits the bar on the balcony. I can hear it crack. I can't help but wince in pain.

**POV:** Hobgoblin

I can't let him beat me. I won't let him. Just play it off like you're fine.

"You think you can beat me?"

"Harry, please! Stop this!"

"NO!"

I run back at him but he punches me in the stomach. He pins me down.

"Tell me why you did this."

I might as well tell him before I kill him.

"Fine. That night when the explosion went off, before you arrived I injected myself with Globulin Green again. Except this was an enhanced version. It was orange. I don't know what dad called it. I got into his weapons case and I grabbed a modified version of the Goblin suit and glider and waited for you to get here."

"But how did you change your appearance?"

"A wig for the hair. The mask somewhat disguises the face. And I'm just good at impressions." I say the last part in my Hobgoblin voice. I kick him off and shove him into the piano. He gets up quickly.

"If you're trying to kill me then why did you say you're on my side?"

"Once you're dead Peter, I'll take your place as New York's hero. So therefore, we're both heroes, on the same side."

**POV:** Spider-Man

"You're insane."

"You have no idea."

He presses a button on his built and the glider comes crashing through the wall. My spider sense detects it before I even hear it. I jump up, do a back flip, and the glider totally misses me. When I land I see that it impaled Harry and kept going until it was lodged into the balcony.

I run over to him. He's still alive, but barely.

"You did this to me! It's all your fault!"

"No, Harry. You did this to yourself. Just like your father. Oh, and when you see him, remind him that I defeated him. I won and he lost. So did you. Tell him that I beat you too."

I hear footsteps running up the stairs. The cops. I could not look more guilty. Oh shit, Captain Stacy! My mask is gone!"

I look back without revealing my face and see that there are several officers.

"Freeze Spider-Man!" I hear Jean DeWolff say.

I turn round. She's wearing Captain Stacy's uniform. She doesn't recognize me as Peter Parker.

"Where's Captain Stacy?"

"That's none of your concern! Now freeze!"

"Where is he?!" I'm getting angry. She shoots at me. I dodge it.

"Put your hands in the air!"

Before anyone realizes anything, I jump off the ledge. And then I remember I don't have my web-shooters. I start leaping from building to building.

Harry's dead. Captain Stacy is missing. Spider-Man is now a fugitive. The Sinister Six is still at large. Way to go Spidey. No, you're not Spider-Man anymore. You have to lay low.

Speaking of not being Spider-Man anymore. As soon as I jump onto another building, I start slipping. I fall but I manage to regain my grip just before I hit the ground. I keep running. I think I might be losing my powers!

**A/N: Hey guys, hope you liked it. Don't worry, there's definitely more coming. This one was pretty long wasn't it? It just poured out of me. Also, I realized that Gwen was aware of Peter being Spider-Man, but he never told her in the show. So I'm going to say that in some point in this reality he told her. Alright, I will not see you guys next time, you won't see me, but you will be reading my story!**

**~ArtemisPanther**


	6. Chapter 6

**POV:** Spider-Man

It's been a month since I've made an appearance as Spider-Man. Here's what's happened so far to fill you in: I learned that Captain Stacy was shot down on the job, I learned the Sinister Six has recruited the Lizard, I discovered that I am losing my powers, and the school has a new kid named Miles Morales. Not really sure why that last part is relevant, but he and I are pretty good friends now so I thought I'd tell you.

Anyways, school's back in session. Liz stills refuses to look at me. Today I try to make things better between us. As I was walking up to her, Randy and Sally actually said "Hey" to me. I said "Hey" back and played it off like we were best friends or something. Huh. Sally Avril actually said "Hey" to me. With a smile on her face. Am I in an alternate dimension?

I get up to Liz.

"Liz, we need to talk."

"No, we don't, Pete-"

I could tell she was about to call me "Petey".

"Liz, please."

"What do you want, Peter?"

"I want to be friends. I'm sorry I broke up with you but I love Gwen."

"Of course you do. It's always going to be about Gwen isn't it?"

"Liz don't talk about her like that."

"Why? Because her dad died? That didn't stop anyone from bullying you when your uncle died!"

"Don't go there, Liz."

I was trying to keep my cool. I could see the regret in her eyes.

"I'm sorry Peter. I didn't mean to."

"It's okay. I understand." Do I?

We both remained silent. It was pretty awkward.

"So, what do you say? Friends?"

I hold out my hand. She looks at it but she instead attacks me with a giant hug.

"I've missed you. Even if we can't be together I still want to be your friend."

"Good. I still want to be your friend too."

She smiles and starts to walk away, but then she turns around.

"I almost forgot, Petey, Mark got out of prison. He's returning to school tomorrow!"

"Wow. Great."

I am horrible at faking enthusiasm. Doesn't she realize how horrible it's going to be for him? Or is he going to make it horrible for everyone else?

Honestly, all I want right now is to hang out with Gwen. But before I can get to her locker I'm stopped by the same red head that I got to go to this school.

Mary Jane.

God she's beautiful. Even prettier than Gwen.

"Hey! Peter. Are you listening to me?"

Crap, I was staring again.

"What? Oh, yeah. What?"

"I said that I really need to tell you something important. After school, not here."

"Uum, okay? What-"

Before I can finish she speeds off. I swear I'm in an alternate dimension. Gwen's hardly speaking to me, Sally Avril said "Hey" and smiled at me, Liz, the girl with the fiery temper, forgave me almost instantly, and now MJ is being secretive and shy? What the hell is going on with these girls? Now all I want to do is go swing around, but I can't do that. And I might not ever be able to again.

I can't handle myself. I spaz out and punch a locker, breaking the lock off and denting it. I stare at my fist. Am I getting my powers back?

Before anyone notices what just happened I run for it. I almost run straight into Gwen. Is this good or bad?

"Hey, Peter! Professor Warren just told me that his brother wants to see us in the lab."

"Do you think we'll be getting our jobs back?"

"Maybe. He said that he was giving a tour to students that wanted the job. So far I think the people that are going are you, me, Miles, Randy, Sha Shan, and Mary Jane."

"Whoa, wait. Mary Jane?"

Sure I knew Randy was great at science, but I didn't think he'd actually want an internship. And I've heard several times that Miles hates science. But that doesn't necessarily mean he isn't good at it, I guess.

"Yeah. Did she not tell you?"

"No. She didn't."

That makes me remember the conversation she and I had earlier. Could I even call that a conversation?

Anyways, Gwen and I went to the lab and we were the last ones there. It looked like there were five other students besides the ones Gwen mentioned. I guess we have competition.

Miles Warren stepped out. I hate that man's guts.

"Welcome, to the ESU laboratory. I'm sure you are all very gifted, but we will only be accepting three interns. So please, follow me."

**POV:** Doctor Octopus

"Please! Help me! Get me out of here!"

"Oh shut up, Doc!" shouts Sandman.

What am I going to do? Doctor Connors refuses to participate in anything, that Hobgoblin character killed Kraven, and Spider-Man has been missing for a month. After everything we've been through.

I don't care. It's time to act.

"Sandman! Leave the good doctor alone. Please take these vials and bring them to Electro and Mysterio. The three of you will take them and become more powerful. I will take one myself and with the added power of the Lizard, we won't need Six."

"Sure thing, Doc."

He grabs the vials and walks off.

In the month of Spider-Man's absence I have deduced that he is Peter Parker, Norman Osborn's son's best friend. He doesn't mean anything to me, but I still want him dead.

Doctor Connors continues to scream as I walk toward him.

"Hello Curtis. This serum is going to turn you back into the Lizard."

"NO! You'll be putting everyone in danger! Including yourself!"

"Don't worry, this is a perfected version which will domesticate you."

"NO!"

I drown out his screams and stab him in the arm with it and the serum is injected into his bloodstream.

As I back away, he rapidly transforms into the Lizard. I can hear his heavy breathing from several feet away. He rips the bars off of his cage and slowly walks towards me. I take a couple of steps back. He begins to stand erect, towering over me. I do the same, and raise my tentacles.

"Obey me!"

He looks at me, but then he gets onto his knees and bows his head.

**POV:** Spider-Man

I walk over to look at the intern list.

_Miles Morales_

_Mary Jane Watson_

_Peter Parker_

Yes! I made it! But wait, Gwen didn't. This has to be a mistake! How could Gwen not make it? But then I notice the time. School's almost over and I still have to have my meeting with MJ.

I walk to the bleachers on the football field, knowing this is where she goes when she is stressed.

She walks out from the shadows.

"Hi, Pete."

"Hey. What's wrong?"

She hesitates.

"I know you're Spider-Man."

**A/N: Alright, alright, I know this chapter was a motherload and probably wasn't very good. First of all, don't pester me about the one month time skip, I just needed to fill in that info so I could get to the good stuff. Second of all, I realized that at first I intended for this to be a love story between Peter and Gwen. So much for that. Oh well, stick around for the next chapter!**

**~ArtemisPanther**


	7. Chapter 7

**POV:** Spider-Man

"Whoa, what? Me? Spider-Man? That's impossible!"

God I am the worst liar ever.

"You are the worst liar ever, Pete."

Can she read minds or something?

"How on Earth would you know that?"

"It's obvious. Every time something extremely major happens you disappear. When it's over you show up again, giving some horrible lie to excuse yourself."

"Wow. You're good."

"So you admit that you're Spider-Man?"

"What? No."

"Peter, please. Don't lie to me."

I hang my head.

"Alright. Yes. I'm Spider-Man."

"Wow."

"Yeah."

"Why haven't you been him though?"

"It's a long story."

"I have time."

After I fill her in on everything that has happened to me we both remain silent.

"So you're losing your powers?"

"It seems like it. At times I get bursts of super strength, but it goes away."

"Why do you think that's happening?"

"Honestly, I don't know."

"Wait, you said that this started happening after Harry's dad died?"

"Yeah, why?"

"Can I get a sample of your DNA?"

"Uuum, sure? But why do you- ow!"

She ripped a hair from my head. She examines it.

"I think I might need a blood sample."

"Oh great."

She pulls a prick out of her bag.

"You really are a science whiz aren't you?"

"I try not to show it."

She pricks my finger. It doesn't hurt at all. She puts it back in her bag.

"I might be able to discover why you're losing your powers."

"Wow, thanks MJ."

"Sure thing."

Before she walks away, she turns around and runs up to me. It isn't long until her lips connect to mine, and it isn't long until I'm kissing her back.

We break apart and she runs away. I stand there like an idiot for about five minutes until I realize it and I start walking home. What just happened? What do I tell Gwen? Do I tell Gwen? Uggh. Why does my life suck?

I make it home literally a second before it starts pouring.

"Hi Peter."

I turn around to see Aunt May has invited Anna Watson over. No sign of MJ.

"Uuh, hey Mrs. Watson."

I wave and go up to my room. I shut the door and lock it. I sit down in my chair and grab my phone. At a time like this I would usually call Harry. Can't do that anymore. I guess I could call Miles. Why not? I press on the call button and hold the phone up to my ear.

"_Hey, Pete. What's up?"_

"I can trust you right, Miles?"

"_Yeah, of course."_

"This really isn't something I can say over the phone."

"_Oh. Then why don't I come over?"_

"Uuh, yeah. Sure. That works."

"_Great. I'll be there in five."_

He hangs up. He arrived in five minutes and came up to my room.

"So? What's up?"

"How can I say this?"

"I have no idea. Just say it."

"Alright then. I'm Spider-Man."

"You're kidding me right?"

"No."

"Prove it."

I shrug and do a backflip onto my ceiling. I then reposition myself so that I am standing erect.

"Whoa."

"Yeah. Whoa."

"Is that the only reason you had me come over here?"

I jump down. "No. I'm losing my powers. The Sinister Six is out there."

"Yeah?"

"So MJ took a blood sample and she's going to find out what's wrong."

"Is that it?"

"Yep."

"I may not have known you for long, but I know you suck at lying."

"Fine. She kissed me. I kissed her back."

"But you're with Gwen."

"I know that. What do I do?"

"Honestly, I have no idea. I think you should talk with both of them and work everything out."

I take a second to ponder it. That's not a bad idea.

"Thanks, Miles. I'll do that."

"Alright. It looks like the rain's clearing up and I have to home by eleven. So I'll see you on Monday."

"Kay, see you."

This is going to be the longest weekend ever. Nothing is going to happen. I am just going to be cooped up in my stupid room wondering why my powers are fading. It's going to be so boring.

Or so I thought.


	8. Chapter 8

**POV:** Spider-Man

_This is going to be the longest weekend ever. Nothing is going to happen. I am just going to be cooped up in my stupid room wondering why my powers are fading. It's going to be so boring._

_Or so I thought_

The next night, I'm on my computer, home alone when I hear an all too familiar voice.

"Arachnid!"

"Octopus." I growl.

I grab my costume and jump out the window, planning on surprising them.

**POV:** Doctor Octopus

It ends tonight. Tonight we kill the Spider-Man. Once and for all. No, not we. Me. I will kill the Spider-Man.

"Hey, hey, fellas! Hope I didn't keep you waiting too long!"

I hate that boy.

I turn around and instantly whip him with my tentacle. He goes thud. I grin. I look at Electro and nod. He shoots a volt of electricity at the web-slinging fuck. I can see him twitching.

"This is all too delightful. Truly, arachnid, you have no idea how long I've been looking forward to this."

I lift up my tentacle and slam it down, but he jumps out of the way just in time, happening to land on Mysterio's helmet, breaking it. I shoot another tentacle at him but he dodges it and it ends up hitting Electro. I manage to hit him again and he goes straight into Sandman, who absorbs him into his body.

**POV:** Miles Morales

I'm at the lab with MJ. I told her what Pete told me and together we're working on his blood. While she's running the tests I look at the spiders Mr. Warren is genetically altering. Wait a second, there's supposed to be seven in there. There's only six.

Gyaah!

I look down at my hand and I see the spider. I shake my arm until it goes flying and I stumble over.

"Are you alright, Miles?"

"Huh? Oh, yeah. I'm fine."

"Alright. Well I think I might have something."

"Yeah?"

"Peter's blood cells are normal. Still have tons of spider DNA in them."

"So why is he losing his powers?"

"He's not. He said this began happening after Norman Osborn's death and it started getting worse after Harry's death. The stress is getting to him. He can't focus so his powers are weakening."

"That makes sense."

The TV channel changes to a news story. We both look at it.

"_Spider-Man is batting what looks to be five of his most fierce villains, Doctor Octopus, the Lizard, Electro, Sandman, and Mysterio. All of this in a suburban neighborhood, why is still unknown, but things aren't looking good for Spider-Man."_

I flip it off.

"That's Peter's house. Call Gwen and meet me there."

"Okay."

Her voice is drowned out. I get out and wonder something. I jump up and connect my finger tips to the wall of the building. I try to shoot a web like Spider-Man, but nothing happens. Whatever. I need the exercise anyway."

**POV:** Spider-Man

Aaaah!

Ow!

Sweet baby Jesus!

I cannot express how painful this is.

Aaaah!

Octopus has my leg, torn up I might add, in his tentacle and he is repeatedly slamming me on the ground.

I manage to press my web-shooters and hit him right in the face. He stumbles backwards but the Lizard catches me in a bear hug. I try to struggle but he is just too strong. Let's try something else.

I shoot a web at Electro and before he can rip it off, I pull as hard as I can and he comes flying towards us. I barely manage to jump up, out of Lizard's arms and kick him into Electro.

Sandman comes charging at me. I jump up and hit a fire hydrant. He barely dodges it and he clobbers me in the head. I stumble over. I put my foot on the spraying water so it goes straight at him.

"Aaaaaaaaaaaaaaahhhhhhhhhhhhh !"

Good. One down. I hope.

I turn around and see Doctor Octopus, Electro, Lizard, and Mysterio all closing in on me.

**POV: **Miles Morales

I jump onto the side of Peter's house. I can hear the battle. I need something to hide my identity. He might have an extra Spidey suit lying around somewhere. As I'm looking around I find some web-shooters. Helpful. I put them on and keep looking.

Finally I find something. A Spidey mask, but it's black. Just my style. I don't have time to put on the full outfit so I don't even bother.

I run over and jump out the window.

**POV:** Doctor Octopus

Before any of us can get a step closer we hear someone screaming like an Indian. We look up and see someone wearing a Spider-Man mask.

Now there's two of them?!

He happens to kick me right in the face and I stumble down.

**POV: **Spider-Man

"Who are you?!" I shout to this new guy.

"It's me! Miles!"

Well alright then. Apparently he has spider powers now. Don't know how that happened. I also don't know how this battle gathered a crowd. I also didn't realize that my mask is so torn up you could easily see my face.

I roundhouse kick Mysterio in the face when he comes running at me. Miles is keeping the Lizard off my back. That makes things easier.

My spider sense goes off and I jump up. I see a lightning bolt go straight under me and hit Mysterio in the chest. He goes flying straight into MJ's house, but he doesn't break through.

Speaking of MJ, she and Gwen just arrived at the battle. Along with my Aunt May. Fantastic.

I look over and Lizard punches Miles in the face, knocking him down. I shoot a web at him and pull him out of the way before Lizard can kill him.

**POV:** Doctor Octopus

I get back up. I look over and see Sandman is reforming. I look right at the man I am here to kill. To both us the surroundings don't matter. None of it matters. It's just me and him. Just me and him.

We charge at each other. Before I can hit him he jumps and flips right over me. What the hell is he doing?

He lands behind me and before I can turn around he kicks me straight into a full blast from Electro.

AAAAAAAAAAAAAAAAAAAAAAAAAAAA AAAAAAAAAAAAHHHHHHHHHHHHHHHH HHHHHHHHHHHHH!

Everything is black. I feel cold. And then nothing. I see a bright light in the distance. As it gets closer, the bright light turns red and fiery. No! No! NOOOOOOOOO!

**POV:** Spider-Man

Is he dead?

"Is he dead?" I shout over to Miles.

"Looks like it."

We hear a loud, blood-curdling scream. We look over at the Lizard, who is clutching his head with both arms. He is rapidly turning back into Doctor Connors. I shoot a web onto his face so no one will see it is him.

Me and Miles go back to back to see Electro on one side, Mysterio on another, and Sandman on the last. It's time to end this.

But first why doesn't S.H.I.E.L.D. intervene? Why not? That could have been useful about an hour ago! I can hear Nick Fury's voice booming out of the Helicarrier.

"Maxwell Dillon. Quentin Beck. Flint Marco. You are all under arrest. Spider-Men, I need to meet with both of you."

When he is done a hole in the Helicarrier opens and a bunch of S.H.I.E.L.D. agents come down. Some grab the bad guys, others grab me and Miles. I catch one last look at MJ, Gwen, and Aunt May before ascending into the sky.


	9. Chapter 9

**POV:** Spider-Man

So Miles and I are sitting next to each other in a S.H.I.E.L.D. holding cell. We were told we aren't allowed to speak until Nick Fury gets here. He walks in.

"What are we doing here?" surprisingly, that was Miles's voice.

"Calm down, kid. You're not the bad guys. We just had to get you out of there before some people started thinking you were."

I hang my head.

"If you're just trying to help us then why are we in a cell?" asks Miles.

"See any bars? This look like a cell to you?"

"No sir."

"Good. Because it isn't. It's a questioning room."

"Where are the Sinister Six?"

"I'm asking the question. But you have a right to now at least that, so they're being held on the Triskellion."

"Oh." Says Miles, defeated.

"I know how pasty over there got his powers, but what about you, son?"

Did he just call me pasty?

**POV:** Nick Fury

"Well," he started "Our friend, Mary Jane, and I were working with a sample of Peter's blood to see why he was losing his powers."

"Did you find out why?" he blurted in.

"Shut up!"

He did.

"Continue."

"Well, we found out that his cells were normal and he still had the spider DNA. But all the stress was getting to him. So I got up and looked at the spiders Professor Warren was genetically altering and I noticed one was missing, so-"

"Wait, kid. Did you say 'Warren'?"

"Yeah. Miles Warren." The white one said that.

I put my finger on my headset.

"Attention all S.H.I.E.L.D. personal Miles Warren is working at Empire State University. I want four units guarding the place until he arrives."

"What was that about?" asked the black one.

"None of your business. He's a completely different story. Now continue with yours."

"Well the missing spider bit me and I got my powers like right away and I went to help Peter stop the Sinister Six."

I examine each of them closely.

"You're both meant to be heroes. You're both fit for it. But, we've had enough trouble with one web-head and we don't need another."

"Miles can do it. I saw him fighting, he has what it takes. I've run my course, I've done my time as Spider-Man, but I'm done. I can't handle it anymore."

We both stare at him. Miles more excited than shocked. Kids.

**POV:** Spider-Man

"You mean I get to be Spider-Man now?"

"Yeah, sure. You can even use that new costume."

"The black one?"

"Yeah. The black one."

"Sweet!"

"Alright, I've had enough teenager for one lifetime. Get off my aircraft."

Both of us walk to a door and an agent opens it and they push us out. Like it matters. We both shoot a web and go swinging back to my place.

I find MJ, Gwen, and Aunt May all waiting for me. Gwen hugs me right away and I can barely see MJ over her shoulder. I can see the misery in her eyes. The sadness.

**POV:** Miles Morales

So it's been about a week since the torch has been passed to me. I'm just here perching on a gargoyle. Wow. I'm doing this. Me. I'm Spider-Man! I jump off the gargoyle and let myself fall until I'm almost touching the ground when I shoot a web and go swinging through New York City.

"WOOOOOOOOOOOOOOHOOOOOOOOOOOO OOOOOOOOOOOOOO!"


End file.
